TERMS AND CONDITIONS

OVERVIEW

This website is operated by Cell Data Sciences. Throughout the site, the terms “we”, “us” and “our” refer to Cell Data Sciences. Cell Data Sciences offers this website, including all information, products and services available to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our site and/or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Sale”, “Terms of Service”, “Terms”), including any additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read these Terms carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms are considered an offer, acceptance is expressly limited to these Terms.

Any new features or tools which are added to the current store shall also be subject to the Terms. You can review the most current version of the Terms at any time on this page. We reserve the right to update, change or replace any part of these Terms by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you.

TERMS
1. By agreeing to these Terms, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
2. You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
3. You must not transmit any worms or viruses or any code of a destructive nature.
4. A breach or violation of any of the Terms will result in an immediate termination of your Services.
GENERAL CONDITIONS
1. We reserve the right to refuse service to anyone for any reason at any time.
2. You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
3. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
4. The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
1. We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
2. This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
PRICES
1. Prices are subject to change without notice. Prices provided to you in quotations are valid for 30 days, unless otherwise stated by us in writing. The prices shown in quotations are also subject to adjustment due to specifications, quantities, raw materials, cost of production, shipment arrangements or other terms or conditions which are not part of the original quotation.
2. Our prices do not include taxes (including VAT), duties, levies or any other government fees that may apply. If they apply, it will be your responsibility to pay them. If we pay them, we will add them to your invoice. If applicable, you agree to provide a valid, signed certificate or letter of exemption for each claimed tax exemption.
3. We will add standard shipping and handling charges to your order. If you order through our online store, we will charge the amount selected by you during checkout. For other orders, we reserve the right to select the most appropriate shipment method and we will add the corresponding shipping and handling charges to your invoice.
4. We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
5. We shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
PRODUCTS OR SERVICES
1. Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.
2. We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, company, institution, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
3. We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
PAYMENT
1. We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per institution or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
2. You agree to provide current, complete and accurate purchase and account information for all purchases. You agree to promptly update your account and other information, including your email address, billing address, credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
3. When we ship the products to you, we will invoice you for all charges due. Unless we have agreed otherwise in writing, you will pay us within 30 days from our invoice date. Each order is a separate transaction, and you may not off-set payments from one order against another. We reserve the right to require you to make full or partial payment in advance, or other security to our satisfaction, if we believe in good faith that your financial condition does not justify the payments terms otherwise specified. You will make all payments in U.S. Dollars.
4. If you are late in paying, we may, without affecting our other rights, suspend delivery, cancel your order, reject any or all of your future orders, charge you a late-payment charge, from the due date until paid, at the rate of 1.5% per month, or, if less, the maximum amount allowed by law, which you must pay upon our demand.
5. If we appoint a collection agency or an attorney to recover unpaid amounts, you must pay all reasonable costs of collection, including reasonable attorneys’ fees.
SHIPPING
1. We will ship products to the U.S. shipping address you provided, FOB our shipping facility. We reserve the right to make partial shipments and invoice shipments separately. We may also stop delivery of products in transit and withhold shipments in whole or in part if you do not pay us when due, or if you do not perform your obligations under this agreement.
2. Any shipping date provided by us is an estimate only, and we will not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond our reasonable control. If a shipment is delayed because of a cause beyond our reasonable control, we may terminate the affected order or reschedule the shipment within a reasonable amount of time. You may not refuse delivery or otherwise be relieved of any obligations as the result of such delay. If delivery is delayed due to any cause within your control, we will place the delayed products in storage at your risk and expense and for your account.
3. Once an order is placed, it cannot be canceled or modified without our written consent and without our agreement regarding the appropriate adjustment in purchase price.
RETURNS
1. To return a product that arrives damaged or defective on delivery, or correct any shortage, you must contact Customer Service within 7 days of arrival of the shipment.
2. Customer Service must authorize all product returns. For authorized returns, Customer Service will provide instructions regarding how to return any or all items in your shipment.
3. To be eligible for product credit, a product must arrive at our facilities in a condition satisfactory for resale. Any return not due to our error is subject to a restocking charge of $25 or 15% of the sale price—whichever is greater. We do not credit shipping charges. You may not return a product for credit more than 20 days after you receive it.
PRODUCT WARRANTIES
1. We warrant that each consumable product sold by us will meet its specifications as provided by our product catalog. This warranty lasts from the time we ship the consumable until the earlier of: (1) the consumable’s expiry or “use by” date, or (2) its specified number of uses. If we do not specify the expiry date, the number of uses, or a different warranty period, the warranty will last for nine (9) months from the date we ship the consumable.
2. Warranties do not apply to (a) normal wear and tear, (b) accident, disaster or event of force majeure, (c) your misuse, fault or negligence, (d) use of the products in a manner for which they were not designed, (e) causes external to the products such as, but not limited to, power failure or electrical power surges, (f) improper storage and handling of the products (g) use of the products in combination with equipment or software that we did not supply; (h); instruments sold to you as ’used’ products; (i) contact with improperly used or unapproved chemicals or samples ;(j) installation, removal, use, maintenance, storage, or handling in an improper, inadequate, or unapproved manner, such as, but not limited to, failure to follow our instructions or operating guidelines, or protocols, operation outside of stated environmental or use specifications, or operation with unapproved software, materials or other products; (k) manufacture in accordance with specifications you gave us; or (l) installation of software or interfacing, or use of the instrument in combination with software or products we have not approved. ADDITIONALLY, ANY INSTALLATION, MAINTENANCE, REPAIR, SERVICE, RELOCATION OR ALTERATION TO OR OF, OR OTHER TAMPERING WITH, THE PRODUCTS PERFORMED BY ANY PERSON OR ENTITY OTHER THAN US WITHOUT OUR PRIOR WRITTEN APPROVAL, OR ANY USE OF REPLACEMENT PARTS WE HAVE NOT SUPPLIED, WILL IMMEDIATELY VOID AND CANCEL ALL WARRANTIES WITH RESPECT TO THE AFFECTED PRODUCTS. WE MAY ALSO VOID YOUR WARRANTY IF YOU SHIP THE PRODUCT OUTSIDE OF THE UNITED STATES.
3. OUR WARRANTIES EXTEND ONLY TO YOU, THE ORIGINAL PURCHASER AND CANNOT BE TRANSFERRED TO A THIRD PARTY. OUR OBLIGATION TO REPAIR OR REPLACE A PRODUCT IS YOUR SOLE REMEDY. EXCEPT AS WE’VE OTHERWISE STATED, WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE PRODUCTS ARE ERROR-FREE OR WILL ACCOMPLISH ANY PARTICULAR RESULT.
INTELLECTUAL PROPERTY
1. Your purchase of our products grants you only a limited, nontransferable right under our intellectual property. Only you may use the products you have bought from us, and only for your internal research purposes. No right to transfer, distribute or resell our products or any of their components is conveyed expressly, by implication, or by estoppel. Unless expressly permitted by us in writing, you will not modify, change, remove, cover or otherwise obscure any of our or our affiliates’ brands, trade or service marks on the products. Nothing in the Agreement limits our ability to enforce our intellectual property rights.
2. We do not warrant that the use or purchase of the products hereunder will not infringe the claims of any patents covering the product itself or the use thereof in combination with other products or in the operation of any process.
USE OF PRODUCTS
1. Our products are intended primarily for laboratory research use and, unless otherwise stated by us, are not to be used for any other purposes, including but not limited to, in vitro diagnostic purposes, in foods, drugs, medical devices, or cosmetics for humans or animal, or for commercial purposes. You acknowledge that our products have not been tested by us for safety and efficacy in food, drug, medical device, cosmetic, commercial, or any other use unless otherwise stated by us. You expressly represent and warrant to us that you will properly test and use any products purchased from us in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable laws and regulations, now and hereinafter enacted.
2. It is your responsbility to verify any hazards associated with the purchase and use of our products and to conduct any further research needed to determine the risks involved in using or handling the products.
3. You agree to comply with instructions furnished by us relating to the use of our products and to not misuse the products in any manner.
THIRD-PARTY REFERENCES AND CONTENT
1. Certain content, products and services available via our Service may include materials from third-parties.
2. Third-party links on this site or in other electronic documents generated by us may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
3. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
1. If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
2. We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms.
3. You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
PERSONAL INFORMATION
1. Your submission of personal information through the store is governed by our Privacy Policy.
ERRORS, INACCURACIES AND OMISSIONS
1. Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
2. We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
1. We do not guarantee, represent or warrant that your use of our website will be uninterrupted, timely, secure or error-free.
2. We do not warrant that the results that may be obtained from the use of our products will be accurate or reliable.
3. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
4. In no case shall Cell Data Sciences, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or products, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or product, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
SEVERABILITY
1. In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.
TERMINATION
1. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
2. These Terms are effective unless and until terminated by either you or us. You may terminate these Terms at any time by notifying us in writing, or when you cease using our site.
3. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
ENTIRE AGREEMENT
1. The failure of us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
2. These Terms and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms).
3. Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.
GOVERNING LAW
1. These Terms and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of California.
CHANGES TO TERMS
1. You can review the most current version of the Terms at any time at this page.
2. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms constitutes acceptance of those changes.
CONTACT INFORMATION
1. Questions about the Terms should be sent to us at info@celldatasci.com.